**Exhibit10.42**

 

**TODHUNTERINTERNATIONAL, INC.**

**222 Lakeview Avenue, Suite 1500**

**West Palm Beach, FL 33401**

 

**ENDORSEMENT SPLIT-DOLLAR AGREEMENT**

 

**THIS ENDORSEMENT SPLIT-DOLLAR AGREEMENT** (this “Agreement”) is entered into this **20thday of February 2004**, by and between TodhunterInternational, Inc., a Delaware corporation (the “Corporation”) and **ChesterBrandes** (the “Executive”).

 

**WITNESSETH**:

 

**WHEREAS**, the Executive is employed by the Corporation; and

 

**WHEREAS**, the Corporation recognizes the valuable services performed by theExecutive and wishes to encourage his continued employment; and

 

**WHEREAS**, the Corporation is desirous of providing protection for thebeneficiaries of Executive in the event of his untimely death; and

 

**WHEREAS**, The Corporation has applied for, and is the owner of Life InsurancePolicy Number 10034386 (the “Policy”) in the specified face amount of **$600,000**from the Lincoln National Life Insurance Company (the “Insurer”); and

 

**WHEREAS**, it is understood and agreed that this Agreement is to be consideredeffective as of the date on which the Policy was issued by the Insurer or thedate of execution of this Agreement whichever is later.

 

**NOW THEREFORE**, in consideration of the premises and of the mutual promises hereincontained, the parties hereto agree as follows:

 

**1.****            ****Ownership Rights In ThePolicy**.

 

A.            The Corporation shall have all of theownership rights, options and privileges permitted by the Policy except thoseexpressly granted to the Executive by the terms of this Agreement.

 

B.            The Corporation has the right to borrow orto pledge the cash surrender value of the Policy to the extent of its interestspecified in Paragraph 1.C., and as permitted by the terms of the Policy. TheCorporation’s interest in the cash surrender value of the Policy at any timeduring the Executive’s lifetime, or at death, shall be adjusted to reflect anyindebtedness on or secured by the Policy which is attributable to borrowing byor on behalf of the Corporation (including any interest due on suchindebtedness).

 

C.            The Corporation shall have the right todesignate itself as beneficiary of the Policy, to the extent of the differencebetween the total death benefit paid under the life insurance contract and theamount designated in Paragraph 1.D., below, provided such amount is reduced byany indebtedness (on or secured by the Policy) which is attributable toborrowing by or on behalf of the Corporation (including any interest due onsuch indebtedness) and/or any withdrawals by or on behalf of the Corporation.

 

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D.            The Corporation hereby endorses to theExecutive policy death benefits in the amount of **$600,000**which shallbe payable to the Executive’s estate if the Executive dies while this Agreementis in force.  The Corporation and theExecutive’s estate may select a settlement option as provided in the Policy atthe time of distribution.

 

E.             The Corporation may not take any action withrespect to the Policy that will impair any right or interest of the Executivein the Policy.

 

**2.****            ****Premium Payments**.  Onor before the due date of each Policy premium, or within the grace periodprovided therein, the Corporation shall pay the full amount to the Insurer.

 

**3.****            ****Division of Death Proceedsof Policy**.  In the event that the Executive shall diewhile this Agreement is in force, the Corporation shall be entitled to receivefrom the Policy proceeds an amount equal to the Corporation’s interest in thePolicy, as determined under Paragraph 1.C. of this Agreement. The portion ofthe Policy proceeds which is in excess of the amount paid to the Corporationshall be paid to the Executive’s estate in accordance with the terms of thePolicy and Paragraph 1.D. of this Agreement.

 

**4.****            ****Waiver of Premium**. Upon the unanimous agreement of the Corporation and the Executive, theCorporation shall apply to the Insurer for a supplemental agreement providingfor the waiver of policy premiums in the event of the Executive’s disability.The Corporation shall pay any additional premium attributable to such anagreement.

 

**5.****            ****Choice of Dividend Options**.  Tothe extent the Insurer declares dividends on the Policy, the Corporation shallhave the right to choose the option or combination of options it desires fromamong those offered by the Insurer. The Corporation shall notify the Insurer ofits choice.

 

**6.****            ****Termination of Agreement**.

 

A.            This Agreement shall be cancelled and shallterminate upon the termination of the Executive’s employment with theCorporation for any reason other than the Executive’s disability as defined inParagraph 3 of the Salary Continuation Plan Agreement between the Corporationand the Executive dated **February 20, 2004** (the “SalaryContinuation Plan Agreement”).   Uponsuch termination, the Executive shall have a 60-day option to pay theCorporation an amount equal to the Corporation’s interest in the Policy underParagraph 1.C. in return for the Corporation’s release of any claim to thepolicy. If, within the 60-day period following the cancellation of thisAgreement, the Executive fails to exercise said option, then the Executiveshall be deemed to have relinquished all rights in the Policy and theCorporation will be free to surrender or take any other action with respect tothe Policy as it may desire. If the Executive fails to pay the Corporationwithin the 60-day option period, the Executive agrees upon request of theCorporation to execute any and all instruments that may be required to transferall right, title, and interest in the Policy to the Corporation.

 

B.            Notwithstanding Paragraph 6.A., in the eventthe Executive dies during his employment with the Corporation, this Agreementshall be cancelled and shall terminate upon the payment of the death proceedsof the Policy to the Executive’s estate in accordance with Paragraph 1.D. andParagraph 3 of this Agreement.

 

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**7.****            ****Termination of thisAgreement in Connection with a Change in Control**.

 

A.            Notwithstanding anything in this Agreementto the contrary, unless the Executive is terminated “for cause,” as defined inParagraph 10.C. of this Agreement, the Corporation may not terminate thisAgreement without the consent of the Executive during the period beginning nine(9) months before a Change in Control (as defined below); provided however,this Agreement shall be cancelled and shall terminate once the Executive becomeentitled to receive payment of the retirement benefit in accordance withParagraph 1 of the Salary Continuation Plan Agreement.

 

B.            For the purpose of this Agreement, a “Changeof Control” shall mean any of the following events:

 

(i)            The acquisition byany person, entity or “group” required to file a Schedule 13D orSchedule 14D-1 promulgated under the Securities Exchange Act of 1934, asamended (the “Exchange Act”) (excluding, for this purpose, any of the followingthat acquires beneficial ownership of voting securities of the Corporation,including shares acquired pursuant to the exercise of options or warrants, orconversion of preferred stock outstanding as of the date hereof: (a) CLFinancial, Ltd., Angostura Ltd., or any of their affiliates; (b) theCorporation, its affiliates or subsidiaries; (c) V&S Vin & Spirit AB,its affiliates or subsidiaries, solely in connection with a transaction withthe Corporation, its affiliates or subsidiaries approved by the Board of Directors;or (d) any employee benefit plan of the Corporation, or its affiliates orsubsidiaries), of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of over 40% (in one or more transactions,in the aggregate) of either the then outstanding shares of common stock or thecombined voting power of the Corporation’s then outstanding voting securitiesentitled to vote generally in the election of directors; or

 

(ii)           An election orappointment to the Board of Directors by virtue of which the individuals whoimmediately prior thereto constituted the Board of Directors (the “IncumbentBoard”) no longer constitute at least a majority of the Board of Directors(other than an election or appointment of a director or directors precipitatedby CL Financial, Ltd., Angostura Ltd., V&S Vin & Spirit AB, or any oftheir affiliates, or by the Board of Directors if at that time at least amajority are individuals who are directors on the date hereof), provided thatany person who becomes a director subsequent to the date hereof whose election,or nomination for election by the Corporation’s stockholders, was approved by avote of at least a majority of the Incumbent Board (other than an election ornomination of an individual whose initial assumption of office is in connectionwith an actual or threatened election contest relating to the election of theDirectors of Employer, as such terms are used in Rule 14a-1 promulgated underthe Exchange Act) shall be, for purposes of this Agreement, considered asthough such person were a member of the Incumbent Board; or

 

(iii)          Approval by the stockholders of theCorporation of: (a) a reorganization, merger or consolidation by reason ofwhich persons who were the stockholders of the Corporation immediately prior tosuch reorganization, merger or consolidation do not, immediately thereafter,own more than fifty percent (50%) of the combined voting power entitled to votegenerally in the election of directors of the reorganized, merged orconsolidated company’s then outstanding voting securities; or (b) a liquidationor dissolution of the Corporation or the sale of all or substantially all ofthe assets of the Corporation, whether such assets are held directly orindirectly (excluding the currently proposed joint ventures with affiliates ofCL Financial, Ltd. and/or V&S Vin & Spirit AB, if such transactionsconstitute a sale of substantially all of the assets of Employer).

 

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C.            The definition of “for cause” terminationshall be the same as set forth in the employment agreement between theExecutive and the Corporation in effect as of the date of this Agreement.  In the event there is no employmentagreement between the Executive and the Corporation on the date of thisAgreement, “cause” for termination shall mean that (a) the Executive is convicted of afelony which, in the sole determination of the Board of Directors, would have amaterial adverse effect on the Executive’s ability to perform his dutieshereunder or on the business or reputation of the Corporation; (b) theExecutive has exhibited gross misconduct resulting in material harm to theCorporation, its business or reputation; (c) the Executive has willfullymisappropriated the Corporation’s assets or has otherwise willfully defraudedthe Corporation, including without limitation by fraud, theft, embezzlement, orbreach of a fiduciary duty involving personal profit.  For purposes of this paragraph, no act orfailure to act on the Executive’s part shall be considered “willful” unlessdone, or omitted to be done, by him not in good faith and without reasonablebelief that his action or omission was in the best interests of the Corporation.

 

**8.****            ****Amendment**. This Agreement may be amended at any time and from time to time, by awritten instrument signed by the Corporation and the Executive.

 

**9.****            ****Binding Effect**. All of the terms and provisions of this Agreement shall be binding upon,inure to the benefit of, and be enforceable by the parties and their respectiveadministrators, personal representatives, legal representatives, heirs,successors and permitted assigns, whether so expressed or not.

 

**10.****         ****Notices**. Any notice, consent or demand required or permitted to be given underthe provisions of this Agreement shall be in writing, and shall be signed bythe party giving or making the same.  Ifsuch notice, consent or demand is mailed to a party hereto, it shall be sent byUnited States certified mail, postage prepaid, addressed to such party’s lastknown address as shown on the records of the Corporation. The date of suchmailing shall be deemed the date of notice, consent or demand.

 

**11.****         ****Insurer Not a Party toAgreement**.  The Insurer shall not be deemed a party tothis Agreement. Payment or other performance of its contractual obligations inaccordance with the Policy provisions shall fully discharge the Insurer fromany and all liability.

 

**12.****         ****Named Fiduciary**. The Corporation is hereby designated the “Named Fiduciary” as such termis defined in the Employee Retirement Income Security Act of 1974, as amended(“ERISA”).  As Named Fiduciary, theCorporation shall be responsible for the management and administration of theterms of this Agreement. The Corporation’s Board of Directors may delegate toothers the management and operating responsibilities of the plan including theemployment of advisors and may exercise any other powers necessary for thedischarge of its duties to the extent not in conflict with the provisions ofERISA.

 

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**13.****         ****Claim Procedure**.

 

A.            If the Executive or his personalrepresentative believes that he is being denied a benefit to which he isentitled under this Agreement (hereinafter referred to as a “Claimant”), suchClaimant may file a written request for such benefit with the Corporationsetting forth his claim.  The requestmust be addressed to the President of the Corporation at its then principalplace of business.

 

B.            The Corporation shall reply to theClaimant’s claim within ninety (90) days of receiving the claim.  If the claim is denied in whole or in part,the Corporation shall adopt a written opinion, using language calculated to beunderstood by the Claimant, setting forth:

 

(i)            The specific reason or reasons for suchdenial;

 

(ii)           The specific reference to pertinentprovisions of this Agreement on which such denial is based;

 

(iii)          A description of any additional material orinformation necessary for the Claimant to perfect his claim and an explanationwhy such material or such information is necessary;

 

(iv)          Appropriate information as to the steps tobe taken if the Claimant wishes to submit the claim for review; and

 

(v)           The time limits for requesting a reviewunder subsection C. and for review under subsection D. hereof.

 

C.            Within sixty (60) days after the receipt bythe Claimant of the written opinion described above, the Claimant may requestin writing that the Secretary of the Corporation review the determination ofthe Corporation. Such request must be addressed to the Secretary of theCorporation, at its then principal place of business. The Claimant or his dulyauthorized representative may, but need not, review the pertinent documents andsubmit issues and comments in writing for consideration by the Corporation. Ifthe Claimant does not request a review of the Corporation’s determination bythe Secretary of the Corporation within such sixty (60) day period, he shall bebarred and estopped from challenging the Corporation’s determination.

 

D.            Within sixty (60) days after the Secretary’sreceipt of a request for review, he will review the Corporation’sdetermination. After considering all materials presented by the Claimant, theSecretary will render a written opinion, written in a manner calculated to beunderstood by the Claimant, setting forth the specific reasons for the decisionand containing specific references to the pertinent provisions of thisAgreement on which the decision is based. If special circumstances require thatthe sixty (60) day time period be extended, the Secretary will so notify theClaimant and will render the decision as soon as possible, but no later thanone hundred twenty (120) days after receipt of the request for review.

 

**14.****         ****Governing Law**. This Agreement and all transactions contemplated by this Agreement shallbe governed by, and construed and enforced in accordance with, the internallaws of the State of Florida without regard to principles of conflicts of laws.

 

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**15.****         ****Jurisdiction and Venue**. The parties acknowledge that a substantial portion of the negotiations,anticipated performance and execution of this Agreement occurred or shall occurin Palm Beach County, Florida.  Anycivil action or legal proceeding arising out of or relating to this Agreementshall be brought in the courts of record of the State of Florida in Palm BeachCounty or the United States District Court, Southern District of Florida.  Each party consents to the jurisdiction ofsuch Florida court in any such civil action or legal proceeding and waives anyobjection to the laying of venue of any such civil action or legal proceedingin such Florida court.  Service of anycourt paper may be effected on such party by mail, as provided in this Agreement,or in such other manner as may be provided under applicable laws, rules ofprocedure or local rules.

 

**IN WITNESS WHEREOF**, the parties hereto have set their hands on the day and year firsthereinabove written.

 

 
| **TODHUNTER INTERNATIONAL, INC.** |
|-----------------------------------|
|                              |
| By:                          | /s/ Jay S. Maltby | , Chairman & CEO |
|                              |
| **EXECUTIVE**                     |
|                              |
| By:                          | /s/ Chester Brandes | , Vice President – International Sales |
|                                   |  |  |  |

 

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